United States securities and exchange commission logo





                              June 10, 2020

       Ronny Yakov
       Chief Executive Officer
       The OLB Group, Inc.
       200 Park Avenue
       Suite 1700
       New York, NY 10166

                                                        Re: The OLB Group, Inc.
                                                            Amendment No.7 to
Registration Statement on Form S-1
                                                            Filed June 8, 2020
                                                            File No. 333-232368

       Dear Mr. Yakov:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
4, 2020 letter.

       Amendment No. 7 to Form S-1 Filed June 8, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Critical Accounting Policies
       Goodwill, page 61

   1.                                                   Your revised
disclosures in response to prior comment 4 indicates that the company
                                                        utilized the services
of an independent appraisal firm to perform a quantitative assessment
                                                        of indefinite lived
intangible assets and goodwill. This disclosure appears to indicate that
                                                        you are attributing the
determination of fair value to the unrelated valuation specialist. As
                                                        a result, you must
disclose the name of the valuation firm and include their consent.
                                                        Alternatively, you may
modify your disclosure to indicate, if true, that the responsibility
 Ronny Yakov
The OLB Group, Inc.
June 10, 2020
Page 2
       for determining the value rested with you and the valuation report was
used as part of your
       analysis. Please revise accordingly. Refer to Rule 436(b) of the
Securities Act.
2.     Please revise to clarify, if true, that the "implied" fair value of
goodwill exceeded its
       carrying value at December 31, 2019 or explain. Refer to ASC
350-20-35-2.
Notes to the Consolidated Financial Statements
Note 3. Liquidity and Capital Resources, page F-17

3.     Your state here that you believe you will be able to fund future
liquidity and capital
       requirements through cash flows generated from your operating activities
alone for a
       period of twelve months. However, your disclosure on page 59 indicates
that you will
       need other capital sources, such as funding from one of your significant
shareholders, in
       addition to the cash flows generated from your operating activities to
fund your future
       liquidity and capital requirements. Please revise your disclosures here
and on page F-39 to
       resolve this inconsistency, or explain further the basis for your
conclusion.
Exhibits

4.     Please revise Exhibit 23.2 to remove the reference to the report of
Liggett & Webb dated
       October 3, 2018 as that report is no longer included in the filing.
        You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jeff Kauten,
Attorney Adviser, at
202-551-3447 or Jan Woo, Legal Brach Chief, at 202-551-3453 with any other
questions.



                                                               Sincerely,
FirstName LastNameRonny Yakov
                                                               Division of
Corporation Finance
Comapany NameThe OLB Group, Inc.
                                                               Office of
Technology
June 10, 2020 Page 2
cc:       Barry I. Grossman
FirstName LastName